China Merchants Securities Co.Ltd(600999)
About Ningbo Jialian Technology Co., Ltd
Verification opinions on adjusting the internal investment structure of some construction projects invested with raised funds
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”) as a sponsor of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “Jialian technology” and “the company”) for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business Relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, The internal investment structure of some construction projects invested with raised funds proposed to be adjusted by Jialian technology has been carefully verified. The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the notice on the listing of RMB common shares of Ningbo Jialian Technology Co., Ltd. on the gem (SZS [2021] No. 1241) issued by Shenzhen stock exchange, Jialian Technology issued 30000000 ordinary shares (A shares) to the public for the first time, with an issue price of 30.73 yuan per share. The total amount of funds raised was 921900000.00 yuan. After deducting the issuance expenses excluding tax of 93730018.80 yuan, the net amount of funds actually raised was 828169981.20 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of shares, and issued the capital verification report (Tianzhi Zi [2021] No. 44951) on December 6, 2021. The company carried out special account storage and management of the raised funds in accordance with the regulations, deposited all the raised funds in the special account for raised funds after they were received, and signed the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Reasons for adjusting the internal investment structure of some construction projects invested by raised funds this time
As of December 31, 2021, a total of 70.6422 million yuan has been invested in the construction project of biodegradable material products and high-end plastic products production line in Shupu plant (including 68.6787 million yuan of self raised funds and 1.9635 million yuan of raised funds).
This adjustment is mainly the detailed adjustment of the internal investment structure according to the actual situation of the project implementation. Based on the actual development needs of the company, the company comprehensively demonstrates the subsequent construction requirements such as the current market environment of the project and the process upgrading during the project implementation, and makes a prudent adjustment decision on the internal investment structure of the project in combination with the actual situation of the company and its own development strategy. The internal investment structure of the adjusted “Shupu plant biodegradable material products and high-end plastic products production line construction project” is more in line with the current market demand at home and abroad and the company’s strategic development direction. This adjustment is conducive to improving the implementation effect of the investment projects with raised funds, optimizing the allocation of resources and helping the company’s steady and sustainable development, In line with the long-term interests of the company and the interests of all shareholders.
3、 Details of the internal investment structure of some raised investment projects to be adjusted this time
Under the condition of ensuring that the total investment amount and implementation subject of the raised capital investment project “Shupu plant biodegradable material products and high-end plastic products production line construction project” will not be changed, the company held the second interim board meeting in 2022 on January 27, 2022 to consider and pass the proposal on adjusting the internal investment structure of some raised capital investment and construction projects, It is agreed that the company will adjust the internal investment structure of the raised funds of the raised investment project “Shupu plant biodegradable material products and high-end plastic products production line construction project”. The specific adjustment contents are as follows:
Unit: 10000 yuan
The original plan to raise funds is now proposed to invest
No. project or cost name increase or decrease of capital investment amount
forehead
1 project construction cost 24464 23436 – 1028
1.1 construction and installation works 1623 2702 1079
1.2 equipment purchase and installation 22841 20734 – 2107
1.2.1 among them: machines and other hardware equipment 21941 19834 – 2107
1.2.2 software equipment 900-
2 basic reserve fund 489 492 3
3 initial working capital 1651 2676 1025
The total investment of the project is 26604-
Note: after the adjustment, the increase in the investment amount of the construction and installation project is mainly due to the improvement and upgrading of the project process and the increase of equipment production capacity, resulting in the balance of the raised funds originally planned for the purchase and installation of equipment. Therefore, adjusting some of the balance raised funds to the construction of supporting warehouses can make more rational and effective use of the raised funds; The increase of initial working capital is mainly due to the increase of raw material prices and labor costs in recent two years, resulting in a larger working capital gap required by the project.
4、 Impact of this internal investment structure adjustment on the company
This adjustment is a prudent decision made by the company based on the comprehensive demonstration of the current market environment, process upgrading and subsequent construction needs of the project, combined with the actual situation of the company and its own development strategy. This adjustment is conducive to the normal implementation of the raised investment project and the realization of the production capacity goal of the raised investment project, There is no disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders, which will not have a significant adverse impact on the normal production and operation of the company, which is in line with the company’s development strategic plan and conducive to the long-term development of the company.
The company will strictly abide by the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and strengthen the internal and external supervision over the use of raised funds, Ensure the legal and effective use of the raised funds and maximize the interests of the company and all shareholders.
5、 Review procedure
On January 27, 2022, the company held the second interim meeting of the board of directors and the fifth meeting of the second board of supervisors in 2022, deliberated and approved the proposal on adjusting the internal investment structure of some raised funds for investment and construction projects respectively, and agreed to adjust the internal investment structure of some raised funds for investment and construction projects, All independent directors of the company have expressed their independent opinions on this proposal.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The adjustment of the internal investment structure of some construction projects invested with raised funds by Jialian technology has been deliberated and approved by the board of directors and the board of supervisors of the company. All independent directors of the company have issued independent opinions with explicit consent and fulfilled the necessary approval procedures. This adjustment of the internal investment structure of some of the construction projects invested by the raised funds is an adjustment made by the company according to the actual situation, Comply with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and shareholders.
In conclusion, the sponsor has no objection to Jialian technology’s adjustment of the internal investment structure of some raised funds for investment and construction projects.
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